I have a product which I have just submitted a patent request for. In the meantime, I need to discuss the product with potential manufacturers. I am using a non-disclosure agreement that really favors the Discloser (me). In addition to tight language that prevents the Recipient making any disclosure without my permission, I also have the following language:

"2. Recipient shall use the Confidential Information only for the purpose of evaluating potential business and/or investment relationships with Discloser."

Then I also say later in the agreement:

"5. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2."

Is there any reason to further enhance this language? If so, how? Seems pretty tight to me but I'm certainly up for better ideas. Thanks!

Hello s:

Did you see the movie about the guy who invented the intermittent windshield wipers?? He had lawyers. He had promises. He had everything he needed to protect himself...

It didn't matter. Ford blatantly ripped him off, and it took him his WHOLE life and his WHOLE fortune to beat them. But, beat them, he did.

I'd manufacture my product my damn self.

excon

You may already have these, but a few key elements to include:

Make sure that the NDA is specific as to what information is being conveyed, that the NDA has a set duration (perhaps 2 years), that there is a provision stating the recipient will return all information upon written request or upon the receiving party's determination that it no longer has a need for it, and that the receiving party will restrict disclosure of your information to its employees with a need to know and shall not disclose the information to any third party without the your prior written approval.

Sorry, but I am not in a position to say whether your agreement covers all the bases, since you have only shown us 2 of 5 or more paragraphs.

For a generic agreement, what you have shown us should do the trick. Further enhancements would be tailored to address specific issues of concern. For example, sharing the information with specific individuals or doing specific things with the information could be governed in specific ways.

An agreement like this is sort of like a pad-lock: it's primary utility is to keep honest people honest.